Terms and Conditions1. It is agreed that Company’s Terms and Conditions shall govern the dealings between Company and the Buyer for all the transaction. It is furthermore agreed that Company’s Terms and Conditions are electronically published on the Company’s website and may be amended by Company from time to time, without any notice. In the event of any conflict the Terms and Conditions electronically published shall prevail.
2. Definitions:a.) “Company” means ERGOS BUSINESS SOLUTIONS PRIVATE LIMITED, a company incorporate under the provisions of the Companies Act, 1956 having its registered office in Bangalore. Which includes all its directors, employees, subsidiary, affiliates and representatives.
b.) “Company’s Terms and Conditions”: All the terms and conditions stated in this here and published on the Company’s website.
c.) “Buyer” means any person, company, firm or other legal entity who is will or has requested to buy/sell/transact/store the Goods at the Warehouse.
d.) “Farmer” means any person, company, firm or other entity whose Goods are stored or has requested to store at the Warehouse.
e.) “Goods” means the grains/crops sold by the Seller or tendered to the Company by the Farmer.
f.) “Purchase Order” means an request raised by the Buyer to purchase the Goods from the Sell.
g.) “Seller” means a Farmer / reseller / the Company who will be supplying the Goods to accommodate the Purchase Order received from the Buyer.
h.) Warehouse: any premises confirming the necessities required for storing the Goods which is owned/leased by the Company.
i.) Warehouse Receipt: an acknowledgement in writing or in electronic form issued by the Company or by its authorised representative, for the receipt of the storage of the Goods.
j.) Warehousing Request: Farmers or Buyers request to store or sell the Goods.
i.) For Rabi season the time period which starts from date of storage of the Goods recorded on the Warehouse Receipt issued by the Company and will be till maximum of 15th February of the next calendar year or a maximum of 185 days from the date of storage, whichever is earlier.
ii.) For Kharif season the time period which starts from date of storage of the Goods recorded on the Warehouse Receipt issued by the Company and will be till maximum of 15th July of the next calendar year or a maximum of 185 days from the date of storage, whichever is earlier.
3. Farmer declares that the Goods in the Warehouses are directly purchased by the Company and the price, quantity consent is given by the farmer in writing or through One time password (OTP) on mobile no. and it will be sold to the Buyer subsequent to Purchase Order from the Buyer under a contract/agreement.
4. Goods once sold shall not be taken back by the Seller under any circumstances.
5. Charges and Payment:a.) Prices prevailing on the date of dispatch of Goods shall be applicable and the Seller reserves the right to revise the price without any advance notice to the Buyer or without assigning any reason thereof. The Seller shall not be responsible for costs, charges, expenses and losses incurred by the Buyer due to the revision in prices.
b.) The basis of billing and payment for each supply/delivery shall be the weight recorded in Seller’s dispatch documents. The Seller’s weight and measurement at the time of dispatch shall be accepted as conclusive evidence of the quantities delivered/supplied. The Buyers, if they so wish, are at liberty to be represented at the place of measuring/weighing tankers/trucks and to verify the correctness of the Seller’s measurement/weight. But the Seller is not bound to wait for the representative of the Buyer for the purposes as above.
c.) Any other taxes now in force or hereafter be imposed on the sale, transportation or supply/delivery of the Goods shall be paid by the Buyer or if directly paid by the Seller shall be reimbursed to the Seller by the Buyer.
d.) If the Buyer fails to make the payments when it becomes due or if there is any breach by the Buyer of any terms and conditions hereof, the Seller may without prejudice to his other rights or remedies cancel his order forthwith of refuse to make further deliveries in which case the Seller shall not be held responsible in any way.
e.) Remittances by Demand Draft/Cheque (any nationalized/scheduled Bank) must be made payable at the Company designated place or to the order of the Seller. The Seller shall not be liable for loss or theft of DD/Cheque etc. in transit. The Buyers are in their own interest advised to hand deliver or mail the aforesaid documents to Seller by registered post acknowledgement due. The DD/Cheque by the Buyer should be drawn in favour of the Company.
f.) Interest will be charged at such rates as may be agreed between Buyer and Seller at the time of execution of agreement and it shall be payable by the Buyer to Seller for any period of delay in payment for the Goods.
g.) The Goods shall be released or sold only after the Buyer makes full payment of the outstanding charges to the Seller.
h.) The Seller reserves the rights to appropriate any discount or other sums due to the Buyer against any dues from the Buyer including delayed payment charges, if any.
i.) The charges i.e., warehouse management fees, service charges etc, may be auto debited from the available credit balance in the Buyer’s account, subject to availability.
6. Delivery/Supply of Goods:a.) The Goods shall be dispatched at such time and in such convenient lots and quantities as the Seller shall decide.
b.) All arrangement for transit insurance and all liability for transit losses shall be the Buyers responsibility and to the Buyers account. In case due to any circumstances, these expenses are incurred by the Seller, the Buyer shall reimburse the same to the Seller forthwith.
c.) Dispatch or supply of Goods by the Seller shall be complete if the Seller receives the lorry waybill / receipt for the Goods loaded at the Seller’s place by the transport contractor/authorized representative on behalf of the Buyer. The date of delivery shall be date of dispatch as appearing on the invoice.
d.) The Seller shall not be responsible for delays in dispatch of the Goods on account of any reason whatsoever and the condition for the dispatch/delivery timing shall not be the essence of the contract unless otherwise confirmed by the Seller in writing. Any time or date named by the Seller for deliveries given as intended are estimates only and the Seller shall not be liable to make good any damages or loss whether arising directly or indirectly out of delay in delivery, if any.
e.) The Goods once delivered to the carrier shall be at the Buyers risk and responsibility. The Buyer, if he chooses, may get them insured against such risk as he may consider necessary at his own cost. The Seller does not bear any responsibility whatsoever for breakage, leakage, theft, pilferage, damage and/or loss of any kind on any account in transit or thereafter once the product leaves the Seller’s place/warehouse. The claims for any shortage consignment should be settled by the Buyer directly with the carriers or any other agents of the Buyer and the Seller shall not be responsible for such claims under any circumstance.
f.) During the tenure of periodic shut down of the Seller’s works, the Seller shall not be bound to deliver any Goods in case of such shutdown. Seller shall endeavor to give notice to the Buyer of such shut down. But failure to do so for any reason whatsoever the Buyer will have no right to claim compensation and/or damage of any nature for the Seller in this regard.
g.) If the Buyer fails to take delivery of the Goods at the date and time specified when the delivery becomes due, then the Seller will have the option to cancel the delivery or to sell the remaining Goods in the open market and claim difference in amount, if any as well as damage for the breach on the part of the Buyer.
h.) In case the transport is arranged by the Seller on behalf of the Buyer, Goods shall be deemed to be sold on each place /Warehouse upon the delivery to the carrier. The charges of such transportation shall be reimbursed to the Seller by the Buyer on actual basis.
i.) Goods Sold is on each place / Warehouse basis. Title of Goods is transferred to customer once the Goods are delivered to the carrier/transporter and invoice is generated.
j.) After the release/withdrawal of the Goods in the event of any leftover quantity (as determined by the application), will be mandatorily sold by the Company at the fair market value as determined by the Company. And the proceeds of such sale will be credited to the Buyer’s account.
7. Buyer sales request:a.) The Buyer is permitted to raise a request for sale of Goods which had been purchased and shall decide the time frame till when the sales request will be active.
b.) The price of these Goods shall be determined by mutual understanding/negotiation.
c.) The sales request once accepted cannot be cancelled.
d.) The Buyer is eligible to receive the proceeds of the sale within 3 working days from the date of acceptance of the sale request.
8. Cancellation:a.) All orders placed by the Buyer shall be subject to the Seller’s acceptance and the Seller shall be at liberty to accept or refuse any order in full or in part without assigning any reason whatsoever. Orders once accepted by the Seller shall not be cancelled by the Buyer unless consented by the Seller in writing.
b.) The Seller shall be entitled to cancel an order in whole or in part even if it has been partly executed. Each lot dispatched against a single order shall be considered as a separate contract and the failure of dispatch of any one lot or of the balance lots shall not violate the contract as to other lots. The order shall deem to have been completed on the date of dispatch in respect of the products dispatched in part/full.
9. Loan: all the transactions pertaining to the loan request by the Buyer shall be governed by the Sale cum Warehousing Agreement signed with the Company and the applications / agreement(s) for availing such loan signed with the Banking Partner.
10. Buyer shall not assign any of its rights or delegate any of its obligations under the Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Contract.
11.The Buyer is liable to pay the charges for storing the Goods in the Warehouse as follows:i.) Paddy Hybrid: Moisture deduction will be -2% of the total weight,
ii.) Wheat: Moisture deduction will be 0% of the total weight,
iii.) Maize: Moisture deduction will be -1.5% of the total weight,
iv.) Soyabean: Moisture deduction will be -2% of the total weight,
v.) Toor Whole: Moisture deduction will be -1.5% of the total weight,
vi.) Chana: Moisture deduction will be 0% of the total weight,
vii.) Finger Millet: Moisture deduction will be -1% of the total weight,
viii.) Turmeric Bulb: Moisture deduction will be -2.5% of the total weight,
ix.) Turmeric Finger: Moisture deduction will be -1% of the total weight,
x.) Paddy Katarni: Moisture deduction will be -2% of the total weight,
xi.) Arecanut Saraku: Moisture deduction will be -0.5% of the total weight, Warehouse management fee of ₹0.60 per quintal per day will be charged.
xii.) Arecanut Bette: Moisture deduction will be -0.5% of the total weight, Warehouse management fee of ₹0.60 per quintal per day will be charged.
xiii.) Arecanut Rashi Edi: Moisture deduction will be -0.5% of the total weight, Warehouse management fee of ₹0.60 per quintal per day will be charged.
xiv.) Paddy RNR: Moisture deduction will be -2% of the total weight,
xv.) Paddy Sriram Sona: Moisture deduction will be -2% of the total weight,
xvi.) Paddy IR 64: Moisture deduction will be -2% of the total weight,
xvii.) Paddy Sona Masuri: Moisture deduction will be -2% of the total weight,
xviii.) Paddy Nellore Sona: Moisture deduction will be -2% of the total weight,
xix.) Paddy Kaveri Sona: Moisture deduction will be -2% of the total weight,
xx.) Paddy Masuri: Moisture deduction will be -2% of the total weight,
xxi.) Jowar White: Moisture deduction will be -1.5% of the total weight,
xxii.) Coriander Badami Clean: Moisture deduction will be -2% of the total weight, Warehousemanagement fee of ₹0.50 per quintal per day will be charged.
xxiii.) Coriander Badami Unclean: Moisture deduction will be -2% of the total weight, Warehousemanagement fee of ₹0.50 per quintal per day will be charged.
xxiv.) Paddy-Sonam: Moisture deduction will be -2% of the total weight,
xxv.) Mustard Seeds: Moisture deduction will be -1% of the total weight, Warehouse management feeof ₹0.50 per quintal per day will be charged.
xxvi.) Jowar Sorgham: Moisture deduction will be -1.5% of the total weight,
12. The Goods supplied shall be as per the specifications/quality prescribed by the Seller for this purpose. All warranties and conditions, statutory or otherwise as to specifications, quantity, fitness for any particular purpose whether known to the Seller or not are excluded.
13. All notice or documents addressed to the Buyer shall be deemed to have been validly served if delivered at/or sent by post to their last known address. The Seller will not be responsible for any demurrage etc. on consignment due to public holidays, postal delays etc. or any other reasons beyond the Seller’s control.
14. The Buyer shall be responsible for arranging various documents/forms required as per the statutes for the transit of Goods. Neither the Seller shall be bound to ask the Buyer for any such documents nor shall be responsible for any penalties caused to Buyer imposed by any authority due to non-compliance of any statutory obligation by the Buyer.
15. Force Majeure: In no event shall Company be liable for any loss or damage or for any delay in dispatching the Goods caused by acts of god, war declared or undeclared revolution, embargo, riots, weather, cyber-attacks, civil or political disturbance, lockout, strikes, theft, labor disputes, trade dispute, accidents, power failure, fire draught, flood or any other cause beyond the Seller’s control. In such an event the delivery of Goods or any portion thereof shall be suspended or cancelled at the Seller’s option. If dispatches are delayed/cancelled in consequence of any of the ongoing contingencies or like nature, the Seller shall not be responsible for any damage/loss caused to the Buyer or any third party.
16. No Consequential Damages.IN NO EVENT, WHETHER AS A RESULT OF BREACH OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSTITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.
17. Governing Law: These terms and conditions shall be governed by and be construed in accordance with the laws of India. The courts of Bangalore, Karnataka shall have exclusive jurisdiction over any disputes, differences or claims arising out of or in connection with this terms and conditions.
18. Disputes: Any dispute arising out of or in connection with this terms and conditions including any question regarding its existence, validity, or termination, shall be resolved vide arbitration in accordance with the Arbitration and Conciliation Act, and the arbitrator shall be appointed by the Company.
19. The above stated terms & condition will be applicable to the extent not inconsistent with terms of the written agreement, if any, executed by the Seller with the Buyer.